{"data":{"id":"us-ne/neb.-rev.-stat.-21-505","jurisdiction":"us-ne","citation":"Neb. Rev. Stat. § 21-505","heading":"Neb. Rev. Stat. § 21-505","body":"The law of this state governs:\n\n(1) the internal affairs of a protected series of a series limited liability company, including:\n\n(A) relations among any associated members of the protected series;\n\n(B) relations among the protected series and:\n\n(i) any associated member;\n\n(ii) the protected-series manager; or\n\n(iii) any protected-series transferee;\n\n(C) relations between any associated member and:\n\n(i) the protected-series manager; or\n\n(ii) any protected-series transferee;\n\n(D) the rights and duties of a protected-series manager;\n\n(E) governance decisions affecting the activities and affairs of the protected series and the conduct of those activities and affairs; and\n\n(F) procedures and conditions for becoming an associated member or protected-series transferee;\n\n(2) the relations between a protected series of a series limited liability company and each of the following:\n\n(A) the company;\n\n(B) another protected series of the company;\n\n(C) a member of the company which is not an associated member of the protected series;\n\n(D) a protected-series manager that is not a protected-series manager of the protected series; and\n\n(E) a protected-series transferee that is not a protected-series transferee of the protected series;\n\n(3) the liability of a person for a debt, obligation, or other liability of a protected series of a series limited liability company if the debt, obligation, or liability is asserted solely by reason of the person being or acting as:\n\n(A) an associated member, protected-series transferee, or protected-series manager of the protected series;\n\n(B) a member of the company which is not an associated member of the protected series;\n\n(C) a protected-series manager that is not a protected-series manager of the protected series;\n\n(D) a protected-series transferee that is not a protected-series transferee of the protected series;\n\n(E) a manager of the company; or\n\n(F) a transferee of a transferable interest of the company;\n\n(4) the liability of a series limited liability company for a debt, obligation, or other liability of a protected series of the company if the debt, obligation, or liability is asserted solely by reason of the company:\n\n(A) having delivered to the Secretary of State for filing under subsection (b) of section 21-509 a protected-series designation pertaining to the protected series or under subsection (d) of section 21-509 or subsection (c) of section 21-510 a statement of designation change pertaining to the protected series;\n\n(B) being or acting as a protected-series manager of the protected series;\n\n(C) having the protected series be or act as a manager of the company; or\n\n(D) owning a protected-series transferable interest of the protected series; and\n\n(5) the liability of a protected series of a series limited liability company for a debt, obligation, or other liability of the company or of another protected series of the company if the debt, obligation, or liability is asserted solely by reason of:\n\n(A) the protected series:\n\n(i) being a protected series of the company or having as a protected-series manager the company or another protected series of the company; or\n\n(ii) being or acting as a protected-series manager of another protected series of the company or a manager of the company; or\n\n(B) the company owning a protected-series transferable interest of the protected series.","path":["NE Code","Chapter 21"],"source_url":"https://nebraskalegislature.gov/laws/statutes.php?statute=21-505","current_through":"2026-08-14","vintage":"open-us-law v2026.08, retrieved 2026-09-14","retrieved_at":"2026-09-14T18:32:21Z","sha256":"0ea05dc2410e55e441925a1a857ccb71ec649ad5668c5316c004bd1a3c256015","source_id":"us-ne","stale":false,"prev":"us-ne/neb.-rev.-stat.-21-504","next":"us-ne/neb.-rev.-stat.-21-506"},"notice":"GroundRules: Original legal text. Not legal advice."}